Xiamen Guang Pu Electronics Co.Ltd(300632)
Work report of the board of directors in 2021
In 2021, the board of directors of Xiamen Guang Pu Electronics Co.Ltd(300632) (hereinafter referred to as “the company”) strictly followed the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, articles of association, rules of procedure of the board of directors and other laws, regulations, normative documents and company systems, Earnestly perform the duties of the board of directors entrusted by the general meeting of shareholders. With the goal of protecting the rights and interests of all shareholders, the board of directors of the company is diligent and responsible, strictly implements the relevant resolutions of the general meeting of shareholders, actively promotes the implementation of various resolutions of the board of directors, and urges and guides the management to seriously implement the company’s development strategy and the implementation of major business decisions. The report on the work of the board of directors in 2021 is as follows:
1、 Review of operation in 2021
In 2021, facing the complex and severe situation outside China and many risks and challenges, all employees of the company made joint efforts to do a good job in epidemic prevention and control, closely focus on the company’s development strategy and development objectives, grasp the industry development opportunities and market demand, give full play to the advantages of forward-looking technology reserves and R & D innovation, develop new product lines, focus on expanding sales channels in China and the United States, and strengthen brand promotion, Promote refined management, optimize organizational structure and implement efficient investment and financing. During the reporting period, the company achieved an operating revenue of 1.014 billion yuan, a year-on-year increase of 5.18%, and a total profit of 974077 million yuan, a decrease of 40.02% over the same period of last year; The net profit attributable to the shareholders of the listed company was 805919 million yuan, a decrease of 40.49% over the same period of the previous year, the basic earnings per share was 0.26 yuan, and the weighted average return on net assets was 4.14%.
2、 Completion of key work of the board of directors in 2021
(I) complete the general election of the new board of directors and special committees of the board of directors
On April 22 and May 18, 2021, the company held the 27th meeting of the third board of directors and the 2020 annual general meeting of shareholders respectively. After the qualification examination by the nomination committee of the board of directors, consulting the opinions of relevant shareholders and soliciting the opinions of the candidates for directors, the company elected Lin wenkun, Lin Ruimei, Wu Ximin and Qian Wenhui as non independent directors of the Fourth Board of directors and Peng Wanhua, Tang yanzhao Dai Jianhong is an independent director of the Fourth Board of directors of the company; On June 10, 2021, the company held the first meeting of the Fourth Board of directors, elected Ms. Lin Ruimei as the chairman of the Fourth Board of directors, and elected the members and chairman of each special committee of the Fourth Board of directors. During the reporting period, the company successfully completed the replacement of the new board of directors and the special committee of the board of directors, standardized the operation of the board of directors in strict accordance with the process requirements, ensured the effectiveness and professionalism of the board of directors, and promoted the improvement of the company’s corporate governance system and governance ability.
(II) promote the management to take a number of measures to ensure the smooth operation of production and operation
During the reporting period, the tension of international relations, the fluctuation of exchange rate, the price rise of bulk commodities, the intermittent suspension of supply chain and logistics caused by the epidemic, the shortage of containers, power restriction and other adverse factors brought severe challenges to the company’s production and operation. Facing the complex and severe situation of China and many risks and challenges, The board of directors promoted the management to take a number of measures to ensure the smooth operation of production and operation: first, apply the company’s original innovative technology reserves, quickly develop new product lines and enrich the product structure; Second, actively expand the Chinese and American markets and expand sales channels; Third, reserve chips and other materials in advance to reduce supply chain risks; Fourth, make full use of the support policies of government departments to enhance the company’s anti risk ability; Fifth, carry out commodity hedging business to reduce the risk of price rise of raw materials; Sixth, set up warehouses abroad to simplify Chinese packaging, increase the container capacity and reduce logistics costs; Seventh, actively explore the transaction mode from “FOB + accounting period” to “full payment before arrival + delivery”, so as to reduce capital risk, improve turnover rate and increase sales revenue. Thanks to the implementation of these measures, the company’s production and operation operated smoothly in 2021.
(III) promote the management to continue to strengthen the brand building in the field of semiconductor optical application health
During the reporting period, the board of directors of the company promoted the management to gather resources from all aspects and continue to strengthen brand building in the field of semiconductor optical application health. Enhance the brand influence of the company through online Star Live Broadcasting, offline participation in exhibitions, multi-channel media publicity and other means; Win the exclusive brand authorization of six categories of environmental electrical products such as air disinfectors in Greater China, North America and Southeast Asia, and enhance the company’s brand image with the help of Ge brand influence; Strengthen the integration of online and offline marketing, and promote the continuous development of online and offline sales channels; Expand product sales channels and brand communication through brand cooperation, channel cooperation, new media cooperation and strategic alliance; Promote the company to actively participate in the drafting and formulation of industrial standards and national standards, and establish excellent product quality and brand image.
(IV) promote the management to carry out efficient investment and financing and build a multi-dimensional strategic cooperative relationship
During the reporting period, the board of directors of the company urged the management to make rational and efficient use of funds, make full use of hedging, foreign exchange locking, bank financial management and other financial instruments, and hedge the impact of exchange rate and raw material fluctuations on operations. At the same time, promote the management to actively use the capital market platform to invest in the upstream and downstream of the company’s industrial chain and emerging investment fields, build a multi-dimensional strategic cooperation relationship and promote the aggregation effect of the company’s business. During the reporting period, the company invested and established a wholly-owned subsidiary Xiamen Guangpu Private Equity Fund Management Co., Ltd. with its own funds to build its own investment platform; Participate in initiating the establishment of Xiamen smart partner Technology Co., Ltd. to invest in smart Siasun Robot&Automation Co.Ltd(300024) industry; Participate in investing in Xiamen Yilian Kaitai digital venture capital partnership and link high-quality resources in various emerging investment fields; The industrial investment fund jointly established with Xiamen Torch Group has also completed the investment of several projects.
(V) perform the information disclosure obligations of Listed Companies in accordance with laws and regulations
During the reporting period, the board of directors of the company strictly complied with the relevant provisions on information disclosure, and completed the disclosure of periodic reports such as quarterly report, semi annual report and annual report on time in accordance with the guidelines on information disclosure format of CSRC and Shenzhen Stock Exchange and other relevant provisions on Information Disclosure; According to the actual situation of the company, the board of directors of the company issued temporary announcements such as meeting resolutions and important matters in a true, accurate, complete and timely manner. During the reporting period, the board of directors of the company disclosed a total of 127 announcement documents on the designated information disclosure media cninfo Online, faithfully fulfilled the obligation of information disclosure, ensured that all shareholders and investors knew the major matters of the company in time, and protected the legitimate rights and interests of investors to the greatest extent.
(VI) close interaction and exchange with investors to enhance investors’ understanding of the company
During the reporting period, through the interactive trading platform of Shenzhen Stock Exchange and the investor hotline, Wuxi Online Offline Communication Information Technology Co.Ltd(300959) answered the questions generally concerned by institutions, media and investors about the number of shareholders, operation, project progress, product development and application scenarios of the company, and responded to 183 interactive trading questions in the whole year; Maintain interactive communication with shareholders, media and investors through performance briefing, online collective reception day for investors and on-site reception of investor research, so as to enhance investors’ understanding and recognition of the company.
The company treats different stakeholders in the capital market equally, effectively protects the interests of investors and establishes a good image of the company in the capital market.
3、 Performance of the board of directors in 2021
(I) convening of the board meeting
During the reporting period, the board of directors of the company organized and held 6 board meetings and considered 35 proposals.
No. date of convening session deliberation proposal voting
1. On using idle self owned funds to purchase management property
The proposal of product;
The third session of the board of directors 2. Proposal on the company and its subsidiaries to continue to carry out foreign exchange transactions and the directors’ response to the 26th session of the 2021 board of directors; All proposals were voted at the meeting on the 28th of the month. 3. Proposal on the company and its subsidiaries applying for comprehensive credit line from the bank in 2021;
4. Proposal on convening the first interim stock meeting in 2021
The motion of the East Asian Congress.
1. 2020 general manager’s work report;
The third board of directors 2. The work report of the board of directors in 2020; Directors’ comments on the 27th session of the board of directors in 2021 and the full text and summary of the 2020 annual report; All proposals were voted in favor of the meeting held on the 22nd day of the month. 4. The proposal on the financial statement report of 2020 was discussed and approved;
5. On the second part of the 2019 restricted stock incentive plan
The conditions for lifting the restrictions on sales in the two lifting periods have not been fulfilled; and
Proposal on repurchase and cancellation of some restricted shares;
6. Discussion on 2020 profit distribution plan
Case;
7. Self evaluation on internal control in 2020
Proposal of the report;
8. On the deposit and use of raised funds in 2020
Proposal for special report on utilization;
9. Discussion on financial budget report for 2021
Case;
10. Proposal on changes of accounting policies;
11. On changing registered address and reducing registered capital
And the proposal to amend the articles of Association;
12. Regulations on carrying out commodity futures hedging business
Proposal;
13. Regulations on formulating the company’s futures hedging business
Proposal on management system;
14. On the general election and nomination of the board of directors of the company
Proposal on candidates for non independent directors of the Fourth Board of directors;
15. On the general election and nomination of the board of directors of the company
Proposal on candidates for independent directors of the Fourth Board of directors;
16. Proposal on convening the annual general meeting of shareholders in 2020
The motion of the meeting;
17. Full text of the first quarter report of 2021.
1. On the election of the chairman of the Fourth Board of directors of the company
The proposal of the;
2. On the election of the special committee of the Fourth Board of directors of the company
Proposal for the members of the Fourth Board of directors in 2021; Directors’ comments on the proposal on the appointment of the general manager of the company at the first meeting of the board of directors on March 10; 4. Proposal on the appointment of deputy general manager of the company; 5. The proposal on the appointment of the company’s chief financial officer;
6. Proposal on appointing the Secretary of the board of directors of the company;
7. Proposal on the appointment of securities affairs representatives.
In August 2021, the 4th board of directors 1. On the proposal to provide foreign loans to Epson Electronic Technology Co., Ltd. from the directors of Pizhou, a subsidiary of a wholly-owned subsidiary, at the second meeting of the meeting on April 14
